SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 23, 2002
KIT MANUFACTURING COMPANY
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
2-31520
(Commission File Number)
95-1525261
(I.R.S. Employer
Identification No.)
530 East Wardlow Road, Long Beach, California
(Address of principal executive offices)
90807
(Zip Code)
Registrant's telephone number, including area code: (562) 595-7451
N/A
(Former name or former address, if changed since last report)
Item 5. OTHER EVENTS
On December 23, 2002, KIT Manufacturing Company ("KIT") announced that
it had signed two non-binding Letters of Intent under which KIT would
sell all of the assets of its Recreation Vehicles Division (the "RV
Division") and its Manufactured Housing Division (the "MH Division")
to unaffiliated third-party buyers. Pursuant to the RV Division Letter
of Intent, the purchasers will acquire the RV Division for cash and
assumption of RV Division debt and liabilities. In addition, KIT
formally terminated its previously executed letter of intent with Mr.
Scott Thorpe for the purchase of the RV Division. Pursuant to the MH
Division Letter of Intent, the purchasers will acquire the MH Division
for cash and assumption of certain MH Division debt and liabilities.
KIT expects to pay a dividend to its shareholders upon completion of
the transactions.
In addition, KIT's Board of Directors voted to initiate voluntary
proceedings to delist its common stock from the American Stock
Exchange ("AMEX") and deregister its common stock under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
KIT has requested that the last trading day for its common stock on
AMEX under the trading symbol "KIT" be January 10, 2003. After the
last trading day on AMEX, KIT expects information regarding trading
in its common stock to be found in the "Pink Sheets" published by
Pink Sheets LLC.
The press release issued by the Company on December 23, 2002, is
filed as Exhibit 99.1 hereto and incorporated by reference herein.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) The exhibit to this report is listed in the Exhibit Index set
forth elsewhere herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
KIT MANUFACTURING COMPANY
Date: December 23, 2002 By: /s/ Dan Pocapalia
Name: Dan Pocapalia
Title: Chairman of the Board,
Chief Executive Officer
and President
EXHIBIT INDEX
Exhibit No. Description
99.1 Text of press release of KIT Manufacturing Company issued
December 23, 2002.
Exhibit 99.1
LONG BEACH, Calif., December 23, 2002 - KIT Manufacturing Company (AMEX:
KIT) announced today that it has signed two non-binding Letters of Intent
under which KIT would sell all of the assets of its Recreation Vehicles
Division (the "RV Division") and its Manufactured Housing Division
(the "MH Division") to unaffiliated third-party buyers.
In addition, KIT's Board of Directors voted to initiate voluntary proceedings
to delist its common stock from the American Stock Exchange ("AMEX") and
deregister its common stock under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). At the completion of these proceedings, KIT's
common stock will no longer be traded on AMEX and KIT will not be subject to
the reporting and other requirements under the Exchange Act. The Board of
Directors approved these decisions in order to maximize shareholder value
with respect to the proposed asset sale transactions and in light of the
significant costs associated with continued listing on AMEX and registration
under the Exchange Act. KIT has requested that the last trading day for
its common stock on AMEX under the trading symbol "KIT" be January 10,
2003. After the last trading day on AMEX, KIT expects information
regarding trading in its common stock to be found in the "Pink Sheets"
published by Pink Sheets LLC.
Pursuant to the RV Division Letter of Intent, the purchasers will acquire
the RV Division for cash and assumption of RV Division debt and liabilities.
In addition, KIT formally terminated its previously executed letter of
intent with Mr. Scott Thorpe for the purchase of the RV Division. Pursuant
to the MH Division Letter of Intent, the purchasers will acquire the MH
Division for cash and assumption of certain MH Division debt and
liabilities. KIT expects to pay a dividend to its shareholders upon
completion of the transactions.
KIT expects to solicit shareholder approval for the proposed asset sale
transactions and any related matters necessary to accomplish these
purposes. Dan Pocapalia, KIT's Chairman of the Board, President and
Chief Executive Officer, has indicated that he intends to consent to
the asset sale transactions and, potentially, any related matters. Mr.
Pocapalia currently owns approximately 49.3% of KIT's outstanding common
stock. As a result of Mr. Pocapalia's ownership percentage, KIT expects
to obtain shareholder approval for these transactions.
KIT Manufacturing Company, headquartered in Long Beach, California, is
a leading producer of recreational vehicles and manufactured homes. KIT
manufactures RVs and manufactured homes from facilities in Caldwell,
Idaho. KIT makes RVs under well known brand names such as Road Ranger,
Companion, Millennium and Extreme. Additionally, KIT also constructs
both single-section and multi-section manufactured homes under brand
names that include Cypress, Chateau, Sierra XL, Sunrise and Golden
State. KIT sells its products through a network of more than 160
dealers in the western US and Canada and a wholly-owned manufactured
homes retail facility.
Statements contained in this Press Release, which are not historical
facts, may be forward-looking statements, as the term is defined in the
Private Securities Litigation Reform Act of 1995, as amended. Such
forward-looking statements are subject to risks and uncertainties which
could cause actual results to differ materially from those currently
anticipated due to a number of factors, which include, but are not
limited to, those discussed in documents KIT files from time to time
with the Securities and Exchange Commission. KIT cautions readers not
to rely on forward-looking statements. In addition, there can be no
assurance that KIT will consummate the transactions described in this
Press Release on the terms set forth herein or at all.